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ApplyCompany Name: [Full Legal Name of LLC]
State of Formation: [State]
Date of Certificate: [Date]
I, [Full Name], certify that I am the:
☐ Secretary
☐ Assistant Secretary
☐ Manager
☐ Member
☐ Authorized Officer
☐ Other Authorized Person: [Describe]
of [LLC Name], a limited liability company organized under the laws of the State of [State], and that I am authorized to issue this Certificate.
LLC Name: [Full Legal Name of LLC]
State of Formation: [State]
Date of Formation, if known: [Date]
Principal Office Address: [Address]
Operating Agreement Date, if applicable: [Date]
The following persons are the current duly appointed, elected, or acting managers, officers, members, or other authorized persons of the LLC:
Name: [Full Name]
Title: [Manager / Managing Member / President / Vice President / Secretary / Treasurer / Other]
Status: [Current]
Specimen Signature: ______________________
Additional incumbents, if any:
[Insert names, titles, and specimen signatures]
The following person or persons are authorized to execute documents, instructions, agreements, certificates, and related records on behalf of the LLC for the following purpose or purposes:
☐ general company business
☐ banking matters
☐ loan documents
☐ contracts and commercial agreements
☐ closing or transaction documents
☐ trustee or transfer-agent instructions
☐ other: [Describe]
Authorized Signer Name: [Full Name]
Title: [Title]
Authority Scope: [Describe]
This Certificate is given based on the following authority:
☐ LLC Operating Agreement
☐ Written Consent of Members
☐ Written Consent of Managers
☐ Resolutions of the LLC
☐ Other Governing Authority: [Describe]
Date of authority document, if applicable: [Date]
I further certify that the persons listed above currently hold the titles or positions stated in this Certificate as of the date shown above.
I further certify that the signatures shown in this Certificate are true specimen signatures of those persons, if specimen signatures are included.
This Certificate is being delivered in connection with:
[Describe loan, contract, closing, account, trustee matter, or other transaction]
Additional authority or transaction-specific certification, if any:
[Insert details]
This Certificate may be relied upon by:
[Bank / Lender / Title Company / Trustee / Counterparty / Other]
for purposes of confirming current authority and incumbency of the persons identified above, unless and until the LLC provides written notice of change.
As of the date of this Certificate, the authority described above:
☐ remains in full force and effect
☐ has not been amended or revoked
☐ is subject to the following limitation or change: [Describe]
I certify that the foregoing is true and correct to the best of my knowledge.
Signature: __________________________
Name: [Full Name]
Title: [Title]
Date: [Date]
I further certify, if required, that the person signing this Certificate is duly authorized to do so on behalf of the LLC.
Second Signer Signature: __________________________
Name: [Full Name]
Title: [Title]
Date: [Date]
State of [State]
County of [County]
On this [Day] of [Month], [Year], before me, the undersigned notary public, personally appeared [Name of Signer(s)], known to me or satisfactorily proven to be the person(s) whose name(s) are subscribed to this instrument, and acknowledged that they executed the same for the purposes stated herein.
Notary Public Signature: __________________________
Name: [Notary Name]
My Commission Expires: [Date]
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For quick answers, scroll below to see the FAQ.
Frequently asked
An LLC incumbency certificate is a written company certificate that identifies the people who currently hold specified roles in an LLC and confirms who is authorized to sign documents or act for the company. Public transaction documents filed with the SEC commonly use incumbency or signature-and-incumbency certificates to evidence the identity, title, authority, and specimen signatures of people authorized to act for an entity.
You need an LLC incumbency certificate to create a clear internal and transactional record of who currently serves as manager, officer, secretary, member, or other authorized person and who may sign on behalf of the LLC. Public SEC materials also show these certificates are routinely requested in financings, transfer-agent arrangements, trustee relationships, and legal opinion work to confirm authorized signers and specimen signatures.
Use an LLC incumbency certificate when the LLC needs to prove current authority for signers or officeholders in connection with a loan, closing, account opening, contract, legal opinion, trustee instruction, or similar transaction. SEC-filed documents also show incumbency certificates being updated when authorized persons are added or removed and being delivered with organizational documents and resolutions in deal closings.
Start with the LLC’s legal name, state of formation, and the name and title of the person issuing the certificate. Then list the current managers, officers, members, or other authorized persons, identify their titles, and include specimen signatures if needed. It is also common to certify that the listed persons currently hold those positions and have authority to sign specified documents or take specified actions for the LLC under the operating agreement, resolutions, or other governing authority.
AI Lawyer can help by organizing the certificate into clear sections so each reviewer can find the LLC details, current officeholders, and signing authority quickly. It can also add internal reference fields, authority notes, and placeholders that make updates easier to track. A consistent structure helps reduce repeated edits and lowers the chance of missing key details like titles, specimen signatures, or transaction-specific authorization language before the certificate is signed.
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